Item 2.01 Completion of Acquisition
or Disposition of Assets.
(a)(b) On October 23, 2017, the Registrant
completed the acquisition of all assets that refer, relate or pertain to the real—time cross-platform MMO game commonly known
and referred to as “Pocket Starships,” including but not limited to all intellectual property, know how, “urls,”
websites, game engines, game store accounts, prior versions, company names and trade names, business plans, financial reports,
financial data, employee data, customer lists, forecasts, strategies, and all other business information; manufacturing or other
technical or scientific know-how, specifications, technical drawings, drawings, artwork, music, diagrams, schematics, technology,
processes, and any other trade secrets, discoveries, ideas, concepts, know-how, techniques, materials, formulae, compositions,
information, data, results, plans, surveys and/or reports of a technical nature; and software programs (including all forms of
code), software documentation, software development kits, game design documents, and formulae related to the current, future and
proposed products and services, including any additions, enhancements or modifications to the foregoing or derivatives thereof
after the date hereof.
(c) The parties to the acquisition agreement
were the Registrant and Lars Koschin, Bjoern Koschin, Spectacle Games Publishing, Inc., a California corporation, MMOJoe, UG, a
German limited liability company, and, MMOJoe, Inc., a Nevada corporation (collectively, the “MMOJoe Parties”). No
material relationship exists between the Registrant and the MMOJoe Parties.
(d) As consideration for the acquisition,
the Registrant agreed to issue to the MMOJoe Parties eight million shares of the Registrant’s restricted common stock, and
an option to purchase up to eight million shares of the Registrant’s restricted common stock at a price of fifty cents per
share. The option expires on August 31, 2020.
Further, the options previously issued
to the MMOJoe Parties, pursuant to a Purchase Option Agreement dated June 25, 2016, which provided for the option to purchase up
to three million, seven hundred and fifty thousand shares of Registrant’s common stock, are fully vested and remain in effect
in accordance with the terms of the Purchase Option Agreement.
All restricted stock issuable under
the acquisition agreement is based upon an exemption from registration provided under Section 4(a)(2) of the 1933 Securities Act,
and Section 506 of Regulation D promulgated thereunder.
All restricted common stock issuable
pursuant to the acquisition agreement will carry the customary Rule 144 legend and be subject to Rule 144 compliance. Further,
sales of the restricted common stock, once either registered in an effective registration statement, or otherwise found to be exempt
from registration, will be subject to a gating provision which restricts sales to five thousand shares per day for every two hundred
thousand shares traded.